Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Yuan Eric S.

(Last)

(First)

(Middle)

C/O ZOOM VIDEO COMMUNICATIONS, INC.

55 ALMADEN BOULEVARD, 6TH FLOOR

(Street)

SAN JOSE

CA

95113

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Zoom Video Communications, Inc. [ ZM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/08/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	10/08/2024		M		68,453	A	$0	151,547	I	See footnote⁽¹⁾
Class A Common Stock	10/09/2024		S⁽²⁾		34,786	D	$68.12	116,761	I	See footnote⁽¹⁾
Class A Common Stock	10/09/2024		S⁽³⁾		1,833	D	$69.2012⁽⁴⁾	114,928	I	See footnote⁽¹⁾
Class A Common Stock	10/09/2024		S⁽³⁾		587	D	$69.89⁽⁵⁾	114,341	I	See footnote⁽¹⁾
Class A Common Stock	10/10/2024		S⁽³⁾		7,471	D	$70.0297⁽⁶⁾	106,870	I	See footnote⁽¹⁾
Class A Common Stock	10/10/2024		S⁽³⁾		13,777	D	$70.9053⁽⁷⁾	93,093	I	See footnote⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁸⁾	10/08/2024		M			38,281	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	38,281	$0	267,969	D
Restricted Stock Units	⁽⁸⁾	10/08/2024		M			30,172	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	30,172	$0	211,209	D
Class B Common Stock	⁽¹¹⁾							⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	22,527,492		22,527,492	I	See footnote⁽¹⁾

Explanation of Responses:

1. The shares are held of record by Zheng Yuan and Hongyu Zhang, cotrustees of the the 2018 Yuan and Zhang Revocable Trust, for which the Reporting Person and the Reporting Person's spouse serve as cotrustees.

2. This sale was mandated by the Issuer's election under its equity incentive plans to require the satisfaction of a tax withholding obligation to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.

3. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

4. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.75 to $69.685. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding the number of shares sold at each separate price within the ranges set forth above.

5. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.77 to $70.04. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding the number of shares sold at each separate price within the ranges set forth above.

6. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.405 to $70.40. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding the number of shares sold at each separate price within the ranges set forth above.

7. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.44 to $71.28. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding the number of shares sold at each separate price within the ranges set forth above.

8. Each Restricted Stock Unit represents a contingent right to receive one share of Issuer's Class A Common Stock.

9. The reporting person received an award of restricted stock units on July 8, 2022, which will vest in equal quarterly installments over four years.

10. The Reporting Person received an award of restricted stock units on July 11, 2023 which will vest in equal quarterly installments over three years.

11. Each share of Class B Common Stock is convertible at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Each share of Class B Common Stock held by the Reporting Person will automatically convert into one share of Class A Common Stock upon (a) other than Eric S. Yuan, the death of the Reporting Person, or (b) any transfer by the Reporting Person except certain "Permitted Transfers" described in the Issuer's certificate of incorporation. All outstanding shares of Class B Common Stock will convert into shares of Class A Common Stock upon the earliest of (i) six months following the death or incapacity of Mr. Yuan, (ii) six months following the date that Mr. Yuan ceases providing services to the Issuer, (iii) the date specified by the holders of a majority of the shares of Class B Common Stock, and (iv) the 15-year anniversary of the closing of the Issuer's initial public offering.

Remarks:

	/s/ Aparna Bawa, Attorney-in-Fact	10/10/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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